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Superintendency Adjunct Resolution SMV No. 064-2024-SMV/11

Lima, 11 October 2024

VISTOS:

Administrative File No. 2024038101 and Report No. 1298-2024-SMV/11.1, issued by the General Directorate of Conduct Supervision (hereinafter, IGSC) of the Superintendency Adjunct of Market Conduct Supervision (hereinafter, SASCM);

CONSIDERANDO:

That, within the framework of the provisions of article 39 of the Public Offering and Purchase of Securities by Exclusion Regulation, approved by CONASEV Resolution N° 009-2006-EF/94.10 and its amendments, by means of a letter submitted on 06 September 2024, Manufactura de Metales y Aluminio Record S.A. notified the Superintendency of the Stock Market – SMV and the Lima Stock Exchange S.A. of its decision to initiate a Public Purchase Offer by Exclusion over its investment shares (OPC); attaching various information and/or documentation, within which the valuation report issued by Alkia Capital S.A.C. on 29 August 2024 was identified, in which the minimum price to be taken into account by Manufactura de Metales y Aluminio Record S.A. in the aforementioned OPC was determined (hereinafter, the Valuation Report);

That, by means of Memorandum N° 4064-2024-SMV/11.1 of 13 September 2024 and Memorandum N° 4256-2024-SMV/11.1 of 23 September 2024, the IGSC raised objections to the documentation submitted by Manufactura de Metales y Aluminio Record S.A.;

That, in view thereof, by means of letters submitted on 20, 25 and 26 September 2024, Manufactura de Metales y Aluminio Record S.A. submitted information intended to remedy the objections contained in the aforementioned Memoranda;

That, by means of letters submitted on 25 and 30 September 2024, certain holders of investment shares issued by Manufactura de Metales y Aluminio Record S.A. raised questions regarding the Valuation Report, related to the information provided by Manufactura de Metales y Aluminio Record S.A. to Alkia Capital S.A.C. for the preparation of the aforementioned report and alleged errors in the application of valuation criteria;

That, in view of such questions, the IGSC referred the matter to Manufactura de Metales y Aluminio Record S.A. and Alkia Capital S.A.C., so that they may submit their comments and/or explanations regarding the facts and information set forth in such letters and attach, where applicable, the corresponding documentary support;

That, by means of writings submitted on 01 and 04 October 2024, Alkia Capital S.A.C. submitted its comments on the objections of the holders of investment shares of Manufactura de Metales y Aluminio Record S.A.;

That, by means of a writing submitted on 01 October 2024, Manufactura de Metales y Aluminio Record S.A. requested the granting of an extension for the submission of its response on the objections of the holders of investment shares, which was granted to it by means of Oficio N° 4405-2024-SMV/11.1 of 01 October 2024;

That, as a consequence of the foregoing, it is noted that to date, Manufactura de Metales y Aluminio Record S.A. has not ruled on the objections of the holders of investment shares, and it is necessary for said issuer to submit its comments and/or explanations on them;

That the foregoing does not imply, on the part of the SMV, the evaluation or determination of the methodology that should be used to determine the minimum price to be offered in the OPC on the investment shares of Manufactura de Metales y Aluminio Record S.A.;

That, in accordance with the provisions of article 56 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, when there is any circumstance that, in the judgment of the SMV, may affect the interest of investors, said entity may order the suspension of the public offering of a specific security, until said deficiency is remedied;

That, in the present case, this Deputy Superintendency considers that the Public Tender Offer for Exclusion formulated by Manufactura de Metales y Aluminio Record S.A. on its investment shares must be suspended until said issuer rules on the facts stated by its holders of investment shares;

That, therefore, the suspension of the Public Tender Offer for Exclusion formulated by Manufactura de Metales y Aluminio Record S.A. on its investment shares shall remain in force until Manufactura de Metales y Aluminio Record S.A. submits its comments and/or explanations regarding the facts stated by the holders of the investment shares issued by said issuer, without this implying the evaluation or determination by the SMV of the methodology that should be used for the purposes of determining the minimum price to be offered in the aforementioned OPC, and;

In accordance with the provisions of article 56 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and article 43, numeral 26, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF.

RESUELVE:

Electronic document digitally signed within the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Electronically signed document within the framework of Law No. 27269, Law on Signatures and Digital Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Article 1.- Suspend the Public Offer for Acquisition by Exclusion formulated by Manufactura de Metales y Aluminio Record S.A. over its investment shares, until Manufactura de Metales y Aluminio Record S.A. submits its comments and/or explanations regarding the facts stated by its holders of investment shares.

Article 2.- State that the provisions of Article 1 of this Resolution do not imply, on the part of the Superintendencia del Mercado de Valores – SMV, the evaluation or determination of the methodology that should be used for purposes of determining the minimum price to be offered in the OPC over the investment shares of Manufactura de Metales y Aluminio Record S.A.

Article 3.- Communicate this Resolution to the Bolsa de Valores de Lima S.A. for its immediate dissemination to the market, as well as publish it on the «Página Institucional de la Superintendencia del Mercado de Valores – SMV en la Plataforma Digital Única del Estado Peruano para Orientación al Ciudadano (www.gob.pe/smv)».

Article 4.- Transcribe this Resolution to Manufactura de Metales y Aluminio Record S.A., in its capacity as offeror and issuer of the securities; to Kallpa Securities Sociedad Agente de Bolsa S.A., in its capacity as intermediation agent; and, to the Bolsa de Valores de Lima S.A.

Register, communicate and disseminate.

Carlos Rivero Zevallos
Deputy Superintendent
Deputy Superintendence of Market Conduct Supervision